UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                       For the Quarter Ended June 30, 2004

                                       or

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                       For the transition period from to

                        Commission File Number 000-32741

                        TREASURE MOUNTAIN HOLDINGS, INC
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           NEVADA                                                84-1394211
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

              1390 South 1100 East #204, Salt Lake City, Utah 84105
              -----------------------------------------------------
                    (Address of principal executive offices)

                   (801) 322-0253 (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.  Yes  [X]   No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         Class                                   Outstanding as of June 30, 2004
-----------------------------                    -------------------------------
Common Stock, $.001 par value                                3,392,117

                                       -1-

<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART  I.  FINANCIAL INFORMATION

<S>          <C>                                                                                           <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets - June 30, 2004 (unaudited) and December 31, 2003....................      4


                  Statements of Operations  - three and six months ended June 30, 2004
                    and 2003 and the period from the date of inception of the development
                    stage on January 1, 1958 to June 30, 2004 (unaudited).............................      5

                  Statements of Changes in Stockholders' Equity - for the period from
                  inception of the development stage on January 1, 1958 to
                  June 30, 2004 (unaudited)...........................................................      6

                  Statements of Cash Flows  -  three and six months ended June 30, 2004
                    and 2003 and the period from inception of the development stage
                    on January 1, 1958 to June 30, 2004 (unaudited)...................................      8

                  Notes to Financial Statements ......................................................     10

Item 2.      Management's Discussion and Analysis or Results of Operations............................     14

Item 3.      Controls and Procedures..................................................................     16


                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     16

Item 2.      Changes in Securities and Use of Proceeds................................................     16

Item 3.      Defaults Upon Senior Securities..........................................................     17

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     17

Item 5.      Other Information........................................................................     17

Item 6.      Exhibits and Reports on Form 8-K.........................................................     18

             Signatures...............................................................................     19
</TABLE>

                                                        -2-

<PAGE>



                                                      PART I

Item 1.       Financial Statements.

     The accompanying unaudited balance sheet of Treasure Mountain Holdings Inc.
at June 30, 2004,  related  statements of operations,  changes in  stockholders'
equity and cash flows for the three and six months  ended June 30, 2004 and 2003
and the period January l, 1958 (date of inception of development  stage) to June
30,  2004,  have been  prepared by  management  in  conformity  with  accounting
principles  generally  accepted in the U.S. In the  opinion of  management,  all
adjustments  considered  necessary  for a fair  presentation  of the  results of
operations  and financial  position have been included and all such  adjustments
are of a normal recurring  nature.  Operating results for the quarter ended June
30, 2004, are not necessarily indicative of the results that can be expected for
the fiscal year ending December 31, 2004.

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                                   (unaudited)
                       June 30, 2004 and December 31, 2003

--------------------------------------------------------------------------------
                                                             Jun 30,      Dec 31,
                                                              2004          2003
                                                            ---------    ---------
ASSETS
CURRENT ASSETS

<S>                                                         <C>          <C>
   Cash                                                     $   1,454    $     145
                                                            ---------    ---------

       Total Current Assets                                 $   1,454    $     145
                                                            =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Notes payable - related party                          $  12,167    $   5,144
     Accounts payable                                           3,570        2,640
                                                            ---------    ---------

          Total Current Liabilities                            15,737        7,784
                                                            ---------    ---------

STOCKHOLDERS' EQUITY

     Common stock
       50,000,000 shares authorized, at $0.001 par value,
        3,392,117 shares issued and outstanding                 3,392        3,382
       (See Note 3)
   Capital in excess of par value                             742,379      684,370

    Accumulated deficit (See Note 1)                         (760,054)    (695,391)
                                                            ---------    ---------

       Total Stockholders' Equity                             (14,283)      (7,639)
                                                            ---------    ---------

                                                            $   1,454    $     145
                                                            =========    =========
</TABLE>







   The accompanying notes are an integral part of these financial statements.

                                       -4-

<PAGE>
<TABLE>
<CAPTION>
                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
            Forthe Three and Six Months Ended June 30, 2004 and 2003
              and the Period January 1, 1958 (date of inception of
                       development stage) to June 30, 2004

-----------------------------------------------------------------------------------------------
                                                                                        Jan 1,
                                        Three Months               Six Months            1958
                                   Jun 30,      Jun 30,       Jun 30,     Jun 30,     to Jun 30,
                                    2004          2003         2004        2003          2004
                                  ---------    ---------    ---------    ---------    ---------

<S>                               <C>          <C>          <C>          <C>          <C>
REVENUES                          $    --      $   1,310    $    --      $   2,097    $  10,697

EXPENSES                             58,921       10,767       64,454       17,465      747,230
                                  ---------    ---------    ---------    ---------    ---------

NET LOSS - before other income      (58,921)      (9,457)     (64,454)     (15,368)    (736,533)
                  and expenses
OTHER INCOME AND EXPENSE

   Gain from settlement of debt        --           --           --           --         19,000
   Interest expense                    (165)        --           (209)        --           (746)

NET LOSS                          $ (59,086)   $  (9,457)   $ (64,663)   $ (15,368)   $(718,279)
                                  =========    =========    =========    =========    =========





NET LOSS PER COMMON SHARE

   Basic and diluted              $    --      $    --      $    --      $    --           --
                                  ---------    ---------    ---------    ---------    ---------



AVERAGE OUTSTANDING SHARES
    (stated in 1,000's)
    Basic                             3,382        2,582        3,382        2,582         --
                                  ---------    ---------    ---------    ---------    ---------
</TABLE>






The accompanying  notes are an integral part of these financial statements.

                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              For the Period January 1, 1958 (date of inception of
                      development stage) to June 30, 2004

                                                                          Capital in
                                                     Common Stock          Excess of   Accumulated
                                                  Shares       Amount      Par Value      Deficit
                                               -----------   ----------   ----------   -----------
<S>                                                 <C>              <C>     <C>           <C>
Balance January 1, 1958                             14,810           15      126,154       (41,775)

Net operating loss for the years ended
    December 31, 1958                                 --           --           --         (43,600)
    December 31, 1959                                 --           --           --         (28,619)
    December 31, 1960                                 --           --           --         (42,175)
    December 31, 1961                                 --           --           --         (23,449)
Issuance of common shares for services - 1969          400         --          2,000          --
Net operating loss for the year ended
   December 31, 1969                                  --           --           --          (2,000)
Issuance of common shares for payment
   of accounts payable - 1970                        9,720           10       52,064          --
Issuance of common shares for cash - 1970            1,000            1        4,999          --
Issuance of common shares for all
  outstanding stock of Queen Hills - 1970           32,000           32      159,968          --
Net operating loss for the year ended
   December 31, 1970                                  --           --           --          (9,670)
Issuance of common shares for cash and
   payment of accounts payable - 1972                  550            1        1,374          --
Issuance of common shares for cash and
   payment of accounts payable - 1973                2,900            3        4,667          --
Net operating loss for the year ended
   December 31, 1975                                  --           --           --        (160,000)
Issuance of common shares for services - 1985        3,630            4       18,146          --
Issuance of common shares for all outstanding
    stock of Notch Peak Corp - 1985                 40,331           40      201,617          --
Net operating loss for the year ended
   December 31, 1985                                  --           --           --         (18,150)
Net operating loss for the year ended
   December 31, 1988                                  --           --           --        (201,657)
Issuance of common shares for services - 1997   22,610,000       22,610        7,390          --
Issuance of common shares for cash - 1997          100,000          100        9,900          --
Issuance of additional common shares
   resulting from stock split - 1997                31,206           31          (31)         --
Net operating loss for the year ended
   December 31, 1997                                  --           --           --         (64,560)
Contributions to capital - 1997                       --           --            750          --


Balance December 31, 1997                       22,846,547       22,847      588,998      (635,655)
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       -6-

<PAGE>
<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
                    For the Period January 1, 1958 (date of
                inception of development stage) to June 30, 2004


                                                                                   Capital in
                                                             Common Stock           Excess of    Accumulated
                                                        Shares         Amount       Par Value      Deficit
                                                     -----------    -----------    -----------   -----------

<S>                                                  <C>            <C>            <C>           <C>
Contributions to capital - 1998                             --             --              450          --
Net operating loss for the year ended
    December 31, 1998                                       --             --             --            (573)
Contributions to capital - settlement
   of debt - related party                                  --             --            5,000          --
Net operating profit for the year ended
   December 31, 1999                                        --             --             --          18,497
Common shares returned and canceled
   by related parties as capital
   contribution - September 27, 2000                 (21,909,000)       (21,909)        21,909          --
Net operating loss for the year ended
   December 31, 2000                                        --             --             --          (6,618)
Net operating loss for the year ended
   December 31, 2001                                        --             --             --         (16,926)
Issuance of common shares for payment
   of debt at $.10 - March 29, 2002                      284,570            284         28,173          --
Issuance of common shares for expenses
   at $.025 - related parties - August 9, 2002           640,000            640         15,360          --
Issuance of common shares for expenses at
   $.025 - related parties - December 30, 2002           320,000            320          7,680          --
Net operating loss for the year ended
    December 31, 2002                                       --             --             --         (26,022)
Issuance of common shares for expenses
   at $.015 - March 31,2003 - related parties            400,000            400          5,600          --
Issuance of common shares for expenses
   at $.015 - September 30, 2003 - related parties       800,000            800         11,200          --
Net operating loss for year ended
   December 31, 2003                                        --             --             --         (28,094)

Balance December 31, 2003                              3,382,117          3,382        684,370      (695,391)

Contribution to capital - settlement of
   debt - related party                                     --             --            9,519          --
Issuance of common shares for services                    10,000             10            990          --
Net operating loss for the six months
   ended June 30, 2004                                      --             --             --         (64,663)
Contribution to capital - reimbursement
   of expenses                                              --             --           47,500          --
                                                     -----------    -----------    -----------   -----------

Balance June 30, 2004                                  3,392,117    $     3,392    $   742,379   $  (760,054)
                                                     ===========    ===========    ===========   ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       -7-

<PAGE>
<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (unaudited)
                 For the Six Months Ended June 30, 2004 and 2003
              and the Period January 1, 1958 (date of inception of
                       development stage) to June 30, 2004
                                                                                          Jan 1,
                                                                                           1958
                                                               Jun 30,      Jun 30,     to Jun 30,
                                                                2004         2003          2004
                                                              ---------    ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                           <C>          <C>          <C>
   Net loss                                                   $ (64,663)   $ (15,368)   $(718,279)

   Adjustments to reconcile net loss to
   net cash provided by operating activities
          Gain from settlement of debt                             --           --        (19,000)
          Changes in notes and accounts payable                  17,472        7,738       99,713
          Issuance of common stock for expenses                   1,000        6,000      576,520
        Contribution to capital - reimbursement of expenses      47,500       47,500
                                                              ---------    ---------    ---------
               Net Change in Cash from Operations                 1,309       (1,630)     (13,546)
                                                              ---------    ---------    ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES                                                      --           --           --
                                                              ---------    ---------    ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES

        Proceed from note payable                                  --           --           --
        Proceeds from issuance of common stock                     --           --         15,000
                                                              ---------    ---------    ---------
            Net Increase  (Decrease) in Cash                      1,309       (1,630)       1,454

   Cash at Beginning of Period                                      145        3,255         --
                                                              ---------    ---------    ---------

   Cash at End of Period                                      $   1,454    $   1,625    $   1,454
                                                              =========    =========    =========
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       -8-

<PAGE>

<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                      STATEMENTS OF CASH FLOWS (Continued)
                    Period January 1, 1958 (Date of Inception
                   of development stage) to December 31, 2002


SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING  ACTIVITIES

<S>                                                                                                  <C>
Issuance of 400 common shares for services - 1969                                                    $ 2,000
Issuance of 9,720 common shares for payment  of accounts payable - 1970                               52,074
Issuance of 32,000 common shares for all  outstanding stock of Queen Hills - 1970                    160,000
Issuance of 550 common shares for cash and  payment of accounts payable  - 1972                        1,375
Issuance of 2,900 common shares for cash and   payment of accounts payable - 1973                      4,670
Issuance of 3,630  common shares for services - 1985                                                  18,150
Issuance of 40,331 common shares for all outstanding  stock of Notch Peak Corp - 1985                201,657
Issuance of 22,610,000 common shares for services - 1997                                              30,000
Issuance of 284,570 common shares for payment of debt - 2002                                          28,457
Issuance of 960,000 common shares for expenses - 2002                                                 24,000
Issuance of 1,200,000 common shares for expenses - 2003                                               18,000
Issuance of 10,000 common shares for expenses - 2004                                                   1,000
</TABLE>

















   The accompanying notes are an integral part of these financial statements.

                                       -9-

<PAGE>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004

--------------------------------------------------------------------------------


1. ORGANIZATION

The Company was incorporated under the laws of the state of Utah on July 2, 1954
with authorized common stock of 1,000,000 shares at a par value of $.10 with the
name  "Treasure  Mountain  Mining  Company" and on March 21, 1970 the authorized
common stock was  increased to  10,000,000  shares with a par value of $.10.  On
February 11, 1997 the name was changed to "Treasure Mountain Holdings, Inc." and
the authorized  common  capital stock was increased to 50,000,000  shares with a
par value of $.001.  On April 1, 1997 the domicile was changed from the state of
Utah to the state of Nevada.

The Company has been engaged in the activity of the  development  and operations
of mining  properties and in 1957 the operations  were abandoned and the Company
became  inactive.  The  Company has been in the  developmental  stage since that
date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is recorded,  when it is more likely than not, that such tax
benefits will not be realized.

On June 30,  2004,  the Company had a net  operating  loss  available  for carry
forward of $188,959.  The income tax benefit of  approximately  $56,000 from the
loss carry forward has been fully offset by a valuation  reserve because the use
of the future tax benefit is undeterminable since the Company has no operations.
The loss carryover expires in the years from 2003 through 2025.

Financial Instruments
---------------------

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable, are considered by management to be their estimated fair values.



                                      -10-

<PAGE>
                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004

--------------------------------------------------------------------------------


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then the diluted income (loss) per shares is not shown.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of
services provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.








                                      -11-
<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004

--------------------------------------------------------------------------------


3.  CAPITAL STOCK

The Company was  incorporated  in 1954 and became  inactive in 1957.  During the
following years errors  developed in the stock records and therefore the Company
issued 14,281 shares to be held in escrow by the transfer  agent in the event of
any valid claims for shares not recorded in the Company records.

During  2002,   2003  and  2004  the  Company   issued   common  shares  to  the
officers-directors (See Note 5).

Does not include 10,000 shares due to the officers and directors for services as
of June 15,  2004  which has been  included  at $1,000 in the  accounts  payable
related parties.

4.   WARRANTS

On  September  27,  2000 the board of  directors  of the  Company  approved  the
issuance  of  warrants  entitling  the  holders  to  purchase  up  to  3,000,000
restricted  common shares of the Company,  at $.25 per share, at any time before
18 months from the date the  warrant is  granted.  At the date of this report no
warrants had been granted.

On June 15, 2004 the board of directors of the Company  authorized  the issuance
to each of the current  officers and directors a two year warrant to purchase up
to 75,000  shares at an exercise  price of $1.00 per share  giving  effect to an
anticipated 1:10 reverse stock split  (represents  750,000 shares at an exercise
price of $0.10 per share  pre-split).  It is  expected  the  warrants  be issued
contemporaneous  with the consummation of a merger  transaction (See Note 7) and
shall have a provision for cashless exercise and piggy-back registration rights.


5.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors,  their  controlled  entities,  and a major  stockholder  own
approximately 96% of the outstanding common capital stock.

During February 2004 an officer cancelled  accounts payable due him of $9,519 by
the Company which was recorded as a contribution of capital.

During May 2004 the Company  authorized the issuance of 10,000 common shares due
May 15, 2004 to related parties for services.

On June 30,  2004 the  Company  had  demand  6%  interest  notes  payable  due a
controlling  stockholder  of $11,167  including  interest plus $1,000 due to the
officers and directors payable in the Company's common shares (See Note 3).



6.  GOING CONCERN

The Company as of June 30, 2004 has a deficit  net working  capital  position of
$14,283, which raises substantial doubt about its ability to continue as a going
concern.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional working capital.  Pursuant to a merger agreement dated July 8, 2004 a
party to the merger agreement has agreed to reimburse all the Company's expenses
from February 26, 2004 until closing of the planned merger.

                                      -12-
<PAGE>


                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004

--------------------------------------------------------------------------------


7.  SUBSEQUENT EVENT-MERGER AGREEMENT

The Company on July 8, 2004  entered  into a definitive  merger  agreement  with
Vyteris,  Inc.,  a  privately  held  Delaware  company.  Under  the terms of the
proposed merger, a wholly owned subsidiary of Treasure  Mountain will merge with
and into Vyteris,  upon which  Vyteris will become a wholly owned  subsidiary of
Treasure Mountain.  Under the terms of the merger agreement,  it is contemplated
that after Treasure Mountain takes certain post closing actions  stockholders of
Vyteris  will own  approximately  98.4% of  Treasure  Mountain's  common  stock.
Subsequent to closing,  Treasure Mountain intends to take appropriate  action to
cause its  stockholders  to approve a  reincorporation  through a merger  with a
wholly-owned subsidiary  incorporated in Delaware effectively  accomplishing a 1
for 10 reverse stock split.  There are a number of  conditions  set forth in the
merger  agreement  that  must be met in order to close  the  merger.  Therefore,
pro-forma financials have not been included.


                                      -13-
<PAGE>


Item 2.       Management's Discussion and Analysis or Plan of Operations

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.

     We were  organized  in 1954 to engage in the  business of mining,  milling,
processing and marketing various minerals, primarily tungsten. We engaged in the
mining business for a period of time, but then became inactive. We are deemed to
be a development stage company with minimal assets.

     On August  11,  2001,  we  entered  into a license  agreement  to acquire a
worldwide  exclusive license to make,  manufacture and market the "Java Stir," a
molded  plastic  stir or  swizzle  stick  to be used  specifically  with  coffee
beverages.  On February 19, 2004, we notified the inventor of the Java Stir that
we were permitting the license  agreement to lapse,  effective  retroactively to
January 1, 2004. We based this decision on the  complications  of  engineering a
new mold to replace the one  initially  provided by the  inventor and because of
monetary constraints related to inventory and marketing the product.

     On February 26, 2004,  three  shareholders,  including two of our directors
George I. Norman III and Lane Clissold, sold privately an aggregate of 2,781,640
shares of our common  stock,  representing  82% of our  outstanding  shares,  to
Scimitar  Holdings,  LLC. This  transaction  created a change in control in that
Scimitar now has majority voting control of our common stock and is thereby able
to control the  management and policies of our company.  In connection  with the
stock sale, the two directors entered into an Administrative  Services Agreement
with Scimitar  whereby Messrs.  Norman and Clissold will remain as the directors
and executive officers and perform administrative duties to maintain the day-to-
day  operations.  The agreement also provides for an arrangement  concerning the
future election or appointment of directors.

     On June  17,  2004,  we  entered  into a letter  of  intent  setting  forth
preliminary terms and conditions of a proposed merger  transaction with Vyteris,
Inc., a Delaware corporation ("Vyteris"). The letter of intent contemplates that
our newly formed  wholly-owned  subsidiary will merge with and into Vyteris with
Vyteris being the surviving corporation.

     On  July  8,  2004,  we  entered  into  a  merger  agreement  and  plan  of
reorganization  with Vyteris and our  wholly-owned  subsidiary,  TMH Acquisition
Corp.  (the "Merger  Agreement").  Under the terms of the proposed  merger,  the
holders of Vyteris common stock  immediately  prior to the  consummation  of the
merger would own approximately  98.4% of our issued and outstanding common stock
following the merger and certain  post-closing  actions. In addition,  owners of
Vyteris  preferred stock,  warrants and options would have equivalent  rights in
our company after the merger and certain  post-closing  actions. As contemplated
by the Merger  Agreement,  we do not have  sufficient  authorized,  but unissued
shares of capital stock to issue in the merger.  Accordingly, it is contemplated
that  in  connection  with  the  merger,  we  will  issue  all of our  available
authorized but unissued  shares of common stock and, in addition,  we will issue
rights certificates  evidencing the right to receive additional shares of common
stock and preferred stock.  These  additional  shares would be issued as soon as
they are  authorized  following the closing of the merger.  On July 12, 2004, we
filed a Current  Report  on Form 8-K  disclosing  the  execution  of the  Merger
Agreement and attaching a copy of such agreement as an exhibit thereto.

                                      -14-
<PAGE>

     Following the merger,  we intend to take  appropriate  actions to cause our
stockholders to approve a  reincorporation  through a merger with a wholly-owned
subsidiary  incorporated  in  Delaware  (effectively  accomplishing  a 1 for  10
reverse stock split and authorizing  shares of preferred  stock),  and approve a
stock  option  plan.  As a  condition  to  the  closing  of  the  merger,  it is
anticipated  that the  controlling  stockholders  of Vyteris and our controlling
stockholder  will  agree to vote their  shares of our  common  stock in favor of
these proposed  actions.  Our  controlling  stockholder  is affiliated  with the
controlling stockholder of Vyteris.

     The closing of the proposed merger is be subject to Vyteris'  completion of
an equity  financing,  the receipt by both parties of a "fairness  opinion" with
respect to the terms of the merger and other customary closing conditions.

     Vyteris, a Delaware corporation headquartered in Fair Lawn, New Jersey, has
developed and produced a pre-filled,  active  transdermal  drug delivery  system
that delivers drugs through the skin  comfortably,  without  needles.  On May 6,
2004,  Vyteris received  approval from the U.S. Food and Drug  Administration to
commercially launch its first product,  the LidoSiteTM Topical System.  LidoSite
is a topical  delivery system indicated for use on normal intact skin to provide
local  anesthesia for needle stick procedures such as injections and intravenous
therapies as well as superficial dermatological procedures.  Vyteris has not yet
begun commercial sales of its LidoSite product.

     There can be no assurance that the conditions to closing the merger will be
satisfied or that the merger will be  consummated  or, if  consummated,  that it
will be consummated on the terms set forth in the Merger Agreement.

     In the recent past,  necessary  operating  funds have been  provided by our
officers  and  directors  and  controlling  stockholder.  Pursuant to the Merger
Agreement,  Vyteris has agreed to pay or reimburse all of our operating expenses
from  February 26, 2004 through  closing of the merger.  However,  unless we are
able to consummate the proposed merger, or secure sufficient funds if the merger
is not  closed,  there is  substantial  doubt about our ability to continue as a
going concern.

     At June 30, 2004 and December 31, 2003,  we had total assets  consisting of
cash of $1,454 and $145,  respectively.  Total  liabilities at June 30, 2004 and
December 31, 2003 were $15,737 and $7,784, respectively. Liabilities at June 30,
2004 included two 6% demand notes in the aggregate  amount of $11,167 payable to
Scimitar,  and accounts payable of $3,570,  primarily  comprised of professional
fees and general and administrative expenses.

     We did not have any  revenues  during the  six-month  period ended June 30,
2004 and there can be no assurance  that we will realize  revenues in the future
unless the proposed  merger is finalized.  Total expenses for the second quarter
and first six months of 2004 were $58,921 and $64,454, respectively, compared to
$10,767 and $17,465 for the  respective  corresponding  2003  periods.  Expenses
during  the  second  quarter  of  2004  included  $47,500  of  professional  and
administrative fees relating to the planned merger that were paid by Vyteris and
recorded as a capital contribution to us. Our net loss for the first quarter and
first six months of 2004 was $59,086 and  $64,663,  compared  with a net loss of
$9,457 and $15,368 for the respective corresponding periods of 2003.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on our business in the immediate future.

                                      -15-
<PAGE>

Plan of Operation

     We have not realized only minimal  revenues from operations in the past two
fiscal years,  and our near-term  plan of operation is to consummate  the merger
transaction  with  Vyteris  and,  thereafter,  to succeed to the  operations  of
Vyteris,  however, we can provide no assurances thereof. If we do not consummate
the transaction  with Vyteris,  our plan of operation for the next twelve months
will be to continue our efforts to locate suitable  acquisition  candidates.  We
can provide no assurance  that we can continue to satisfy our cash  requirements
for at least the next twelve months if the merger is not consummated.

Net Operating Loss

     We have  accumulated  approximately  $188,959 of net  operating  loss carry
forwards as of June 30,  2004.  The income tax benefit of $56,000  from the loss
carry forward has been fully offset by a valuation  reserve,  because the use of
the future tax benefit is undeterminable as we have had only limited operations.
The loss  carryforward  expires in the years 2003 through 2025. The use of these
losses to reduce future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the net operating loss  carryforwards.
In the event of certain changes in control,  there will be an annual  limitation
on the amount of net operating loss carryforwards which can be used.


Forward-looking and Cautionary Statements

     This report  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange  Act of 1934.  These  forward-looking  statements  may  relate  to such
matters as  anticipated  financial  performance,  future  revenues or  earnings,
business  prospects,  projected ventures and similar matters.  When used in this
report, the words "may," "will," "expect," "anticipate," "continue," "estimate,"
"project,"   "intend,"  and  similar   expressions   are  intended  to  identify
forward-looking  statements regarding events,  conditions,  and financial trends
that may affect our future plans of  operations,  business  strategy,  operating
results,  and financial  position.  We caution readers that a variety of factors
could cause our actual results to differ materially from the anticipated results
or other  matters  expressed  in  forward-looking  statements.  These  risks and
uncertainties, many of which are beyond our control, include:

     o   our ability to consummate the proposed merger with Vyteris;
     o   the sufficiency of existing capital  resources and our ability to raise
         additional capital to fund cash requirements for future operations;
     o   our ability to meet  current  cash and  working  capital  needs;  o our
         ability to maintain our corporate existence as a viable entity;
     o   volatility of the stock market;
     o   general economic conditions; and
     o   other risks detailed in our periodic report filings with the SEC.

     Although we believe the  expectations  reflected  in these  forward-looking
statements are reasonable,  such  expectations  cannot guarantee future results,
levels of activity, performance or achievements.

Item 3.   Controls and Procedures.

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities

                                      -16-
<PAGE>

Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and principal  financial  officer  concluded  that our  disclosure  controls and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

                                     PART II

Item 1.       Legal Proceedings

     There are no material pending legal  proceedings to which we are a party or
to which any of our  property is subject and, to the best of our  knowledge,  no
such actions against us are contemplated or threatened.

Item 2.       Changes In Securities and Use of Proceeds

     In May 2004 we authorized  the issuance of an aggregate of 10,000 shares of
authorized,  but previously  unissued common stock for administrative  services,
valued at $1,000.  The shares  were issued to our  officers/directors  George I.
Norman III and Lane Clissold.

     The above  shares were issued in a private  transaction  to persons  having
knowledge about our company and business operations. Accordingly, we relied upon
the exemptions from  registration  under the Securities Act of 1933, as amended,
provided by Section  4(2) of that Act.  The shares are deemed to be  "restricted
securities."

Item 3.       Defaults Upon Senior Securities

     This Item is not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders

     This Item is not applicable.

Item 5.       Other Information

     On February  26, 2004,  there was a change in control of Treasure  Mountain
Holdings,  Inc.  effected  pursuant to a Common Stock Purchase  Agreement  among
George I. Norman III, Alewine Limited Liability Company, Lane Clissold and Raven
Clissold  (collectively  the  "Sellers"),  Scimitar  Holdings,  LLC and Treasure
Mountain  Holdings.  Messrs.  Norman and  Clissold  are  members of our board of
directors.  Under the  Stock  Purchase  Agreement,  Scimitar  acquired  from the
Sellers  2,781,640 shares of our outstanding  common stock,  representing 82% of
the total outstanding  shares, for the aggregate cash purchase price of $270,000
($0.097 per share),  paid at the closing on February 26, 2004. Scimitar is a New
York limited liability company and a wholly-owned  subsidiary of Spencer Trask &
Co., a Delaware corporation. The amount of the purchase price was contributed to
Scimitar by Spencer Trask & Co. as capital.

     In addition to the Stock Purchase Agreement and contemporaneous  therewith,
Messrs.  Norman and Clissold entered into an Administrative  Services  Agreement
with Scimitar and Treasure  Mountain.  Under the  provisions of that  agreement,
Messrs.  Norman and Clissold will remain as the directors and executive officers
of Treasure Mountain for the primary purpose of performing administrative duties
in  maintaining  day-to-day  company  functions.  Further,  Messrs.  Norman  and
Clissold must (i) obtain the approval of Scimitar  before  entering into certain
specified  types of transactions  on behalf of Treasure  Mountain,  (ii) appoint
designees  of Scimitar to fill  vacancies on our board of  directors,  and (iii)
resign their positions as executive officers and/or directors if so requested by
Scimitar.
                                      -17-
<PAGE>

     The term of the  Administrative  Services Agreement is until July 31, 2004,
which term may be extended by the parties. Commencing May 15, 2004, we agreed to
pay Messrs.  Norman and Clissold an aggregate of $1,000 per month in the form of
shares of Treasure  Mountain  common stock, to be valued at the greater of $0.10
per share or the average of the  closing  price of the common  stock  during the
five trading days immediately  prior to the issuance date. Also, Mr. Norman will
receive $1,000 per month cash compensation commencing March 15, 2004 and for the
term of the Services Agreement. We have agreed that, commencing with the payment
due August 15,  2004,  there will no longer be issuances of our shares of common
stock for  administrative  services  and the monthly cash  compensation  will be
$1,500 to Mr. Norman and $500 to Mr. Clissold.

     As a result of its stock ownership of Treasure  Mountain,  under applicable
law and  pursuant to the  Administrative  Services  Agreement,  Scimitar has the
right to elect all of the  members  of our board of  directors  and  thereby  to
control the management and policies of our company.

Item 6.       Exhibits and Reports on Form 8-K

     (a) Exhibits

              Exhibit 31.1     Certification  of C.E.O.  Pursuant to Section 302
                               of the Sarbanes-Oxley Act of 2002.

              Exhibit 31.2     Certification  of  Principal  Accounting  Officer
                               Pursuant to Section 302 of the Sarbanes-Oxley Act
                               of 2002.

              Exhibit          32.1  Certification  of  C.E.O.  Pursuant  to  18
                               U.S.C.  Section  1350,  as  Adopted  Pursuant  to
                               Section 906 of the Sarbanes-Oxley Act of 2002.

              Exhibit          32.2   Certification   of  Principal   Accounting
                               Officer  Pursuant to 18 U.S.C.  Section  1350, as
                               Adopted   Pursuant   to   Section   906   of  the
                               Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K

         We filed a current report on Form 8-K on June 18, 2004 reporting  under
     Item 5 the execution of a letter of intent setting forth  preliminary terms
     and conditions of a proposed merger transaction with Vyteris, Inc.

         We filed a second Form 8-K on July 12, 2004 reporting  under Item 5 the
     execution of a merger agreement and plan of reorganization with Vyteris and
     included a copy of the agreement  setting forth the terms and conditions of
     the proposed merger.


                                      -18-
<PAGE>




                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   TREASURE MOUNTAIN HOLDINGS, INC.



Date: August 19, 2004              By:  /S/ GEORGE I. NORMAN III
                                      ------------------------------------------
                                           George I. Norman III
                                           President, C.E.O. and Director




Date: August 19, 2004              By: /S/ LANE CLISSOLD
                                      ------------------------------------------
                                           Lane Clissold
                                           Secretary/Treasurer, and Director
                                           (Principal Accounting Officer)


                                      -19-
<PAGE>